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Goodwill (Tables)
 12 Months Ended
Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill [Table Text Block]

The changes in the carrying amount of goodwill were as follows for the years ended:

 

    DECEMBER 31  
    2012     2011  
Beginning balances, January, 1   $ 16,618,467     $ 11,329,917  
Additions:                
Additional earnout purchase consideration in connection with iSYS Membership Intrest Purchase Agreement dated dated January 4, 2008 (1)     —       500,212  
Acquisition of Avalon Global Solutions, Inc. (2)     —       4,941,338  
Reductions:                
Purchase adjustment related to Vuance earn-out  liability reduction (3)     —       (153,000 )
                 
Ending balances, December, 31   $ 16,618,467     $ 16,618,467  

 

(1) The Membership Interest Purchase Agreement (the “Membership Agreement”) between the Company, iSYS, LLC and Jin Kang, dated January 4, 2008 contained a 3-year earnout provision for up to $6.0 million of additional consideration payable half in cash and common stock. Under the terms of the Membership Agreement the earnout was measured annually between 2008 and 2011 and awarded within 30 days following the end of the Company’s fiscal year and filing of the Company’s Form 10-K for that year. Fiscal 2011 was the last year of the earnout and the Company recognized additional purchase consideration of $500,212, of which the Company issued common stock and recorded a liability of $204,229 and $295,983, respectively. For the years ended December 31, 2012 and 2011, the Company paid additional cash consideration of $295,983 and $445,740, respectively.

 

(2) The Company entered into an Asset Purchase Agreement (“APA”) with Avalon Global Solutions, Inc. (“AGS”) on December 30, 2011 and recorded goodwill as described in Note 3 to the consolidated financial statements.

 

(3) There was no additional consideration paid in fiscal years 2011 or 2012 as ARCC did not meet its minimum qualified revenues of at least $4,000,000 per year. As such the Company reversed the contingent consideration liability of $153,000 previously recorded on the consolidated balance sheets under the caption “fair value earnout liability” during fiscal 2010.